[ALAC] Issue related to the Appointment of Directors by Empowered Community

[Seun Ojedeji]

Hello Alan,

I see your intent which I somewhat also agree with. However I also think we
need to one way or the other observe relevant section of the bylaw that
clearly indicates that EC members acts as directed by their appointing
SO/AC.

While I don't think a consensus call will take much time nor will imply
what you've said, I very much understand what you are trying to communicate
and can live with such wording that you've proposed so long as it's
indicated in our rop that no such action of the EC is done without a prior
notice to ALAC.

Regards

Sent from my LG G4
Kindly excuse brevity and typos

On May 12, 2017 19:59, "Alan Greenberg" <alan.greenberg at mcgill.ca> wrote:

> Seun, that is not an acceptable process. Doing a Consensus Call implies
> that this is a decision of the ALAC and the Bylaws make it clear that it is
> not. ICANN legal counsel has been very clear on that. As well, although not
> a likely occurrence, if there is a removal of a Director by the Board, that
> must be carried out immediately.
>
> Alan
>
> At 12/05/2017 02:25 PM, Seun Ojedeji wrote:
>
> Hello Alan,
>
> Thanks for your response, while I understand this is a non-issue, my
> preference is that the Chair do a quick consensus call of the ALAC when
> such happens and ALAC decision recorded accordingly.
>
> Regards
> Sent from my LG G4
> Kindly excuse brevity and typos
>
> On May 12, 2017 06:05, "Alan Greenberg" <alan.greenberg at mcgill.ca >
> wrote: Thanks for the vote of endorsement Seun.
> I can always rely on you for a good question. In this case, the answer is
> relatively easy. We will add a clause saying that for all actions related
> to the EC designating Directors selected by the SOs, At-Large or the NomCom
> under Bylaws section 7.2(a), or for the removal of Directors by the Board
> under Bylaws 7.11(a)(i)(B) and 7.11(a)(ii), the ALAC is deemed to have
> instructed the EC Representative to act in accordance with the Bylaws.
> Alan
> At 11/05/2017 11:32 PM, Seun Ojedeji wrote:
>
> Hello Alan,
> Am fine with your endorsement on this by default. However I am not sure
> what problem is to be corrected in our ROP since the Bylaw hasn't changed.
> I think it's just fine for you to do what you have just done now in future.
> Regards
> Sent from my LG G4 Kindly excuse brevity and typos
> On May 12, 2017 4:22 AM, "Alan Greenberg" <alan.greenberg at mcgill.ca >
> wrote: In looking at the recent notice of the appointment of the new GNSO
> Director and again at the notice for Leon, I realized we have a small issue
> related to the appointment of Directors. Although Directors are selected
> by the SOs, At-Large and the NomCom, under the new Empowered Community
> model, the actual appointment (technically under California statutes, they
> are "designated") to the Board is done by the Empowered Community (EC)
> through the EC Administration. The EC Administration is not a true body but
> the name given to the five representatives of the "Decisional
> Participants", the GNSO, ccNSO, ASO, GAC and ALAC. Therefore the
> designation is done by those five people without any discretion to
> second-guess the selecting body. However, both the Bylaws in the general
> case and the ALAC Rules of Procedure (RoP) say that the Representative can
> only act on express instructions of their AC/SO. It is clear that the
> intent of the CCWG-Accountability and the Bylaws are to not actually
> involve the five Decisional Participants. Extracts from the ICANN Bylaws
> and the ALAC RoP are attached. As the appointments must be formally made
> without delay, I am, with the knowledge of the ALT and in accordance with
> ALAC RoP 5.11, endorsing the EC Administration designation of the new
> Directors (Matthew Shears and Leon at this point) and will ask that this
> decision be ratified at the upcoming ALAC meeting. I will also be
> proposing an amendment to our Rules of Procedure to correct this
> inadvertent problem. Alan _______________________________________________ ALAC
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